Contents

Summary

Flashbacks

This episode is primarily a flashback, detailing Cinder Fall's activities prior to the events of the series. Intercut between individual scenes are vague pieces of dialogue accompanied only by a black screen, devoid of visuals. The episode opens with Cinder proclaiming her wish to be strong, feared and powerful, though the person she is speaking to is neither seen nor heard.

At some point in the past, Cinder corners a petty thief, Emerald Sustrai, in an alleyway after she steals a ring from a jeweler. Cinder deduces that Emerald has skills well beyond those of a normal thief, being able to take things right in front of her target through the use of hallucinations. Cinder promises that if Emerald joins her, she will never go hungry again, an offer which Emerald gratefully accepts. Cinder also shows Emerald something that is unseen to the audience, heard only as the growls and snarls of Grimm, which Emerald claims to be impossible.

Cinder and Emerald then go in search of the assassin Marcus Black. However, they instead witness Marcus being killed by his son, Mercury Black. Seeing his remarkable skill in combat, Cinder recruits Mercury into her group in spite of Emerald's protests. Later, the criminal Roman Torchwick, one of the "rats" of Vale, also joins their cause.

Cinder, Emerald and Mercury then meet with the White Fang leader, Adam Taurus, and attempt to enlist him as well. However, Adam denies their offer on the grounds that they fight for a human cause for which he is unwilling to sacrifice his men. Blake Belladonna, at this point still a member of the organization, watches the three leave but does not see their faces. This meeting takes place the day before Adam and Blake attack a Schnee Dust Company train in Forever Fall, as seen in the "Black" Trailer.

The episode then depicts Cinder's attack on Amber, the current Fall Maiden. As Amber traverses a remote field alone on horseback, Emerald creates a hallucination of a helpless little girl who has fallen off her bicycle. When Amber stops to help, Emerald, Mercury and Cinder attack. Amber is able to hold her own using a combination of incredibly powerful elemental attacks. However, after a fierce and protracted battle, Amber is defeated and shot in the back by Cinder. Emerald and Mercury restrain Amber as Cinder puts on a mysterious white glove with red markings, from which a strange insect-like creature emerges. Using the creature and glove, Cinder begins transferring Amber's powers to herself. Suddenly, Qrow Branwen appears and rescues Amber, but Cinder, Emerald and Mercury escape.

After the battle, Cinder is again heard speaking to the unidentified party. Only Cinder's half of the conversation is heard – she explains that Qrow had "severed the connection before it was complete", meaning Cinder was only able to acquire a limited portion of the Fall Maiden's power. Cinder says that this has left her with an "emptiness" and a burning hunger, but also promises she will "claim what is ours".

Back at the White Fang camp, Adam and his Lieutenant are discussing the disappearance of Blake when Cinder returns along with Emerald and Mercury. This time, Cinder secures the support of Adam and the White Fang with the threat of violence, as well as the offer of Dust and large amounts of Lien.

Present Day

Back in the present day, Yang Xiao Long is tricked into attacking a defenseless Mercury, breaking his leg, by Emerald's hallucinations during the Vytal Festival. Mercury, accompanied by Emerald, is taken away on a stretcher by paramedics who put him on an ambulance, which has been commandeered by Cinder. The ambulance, piloted by Neo Politan, flies off to an undisclosed location. Mercury, who actually possesses robotic legs, easily repairs his "injury" but is instructed to remain hidden to maintain the deception while Cinder and Emerald head off to continue the next stage of their plan.

On the news, it is reported that the general public is angered and appalled by Yang's vicious attack, with some blaming Beacon Academy and its headmaster Ozpin. This negative emotion has caused a surge in Grimm activity outside of Vale, which even the Atlesian military is unable to hold back.

Transcript

After the opening, the screen stays black as alien noises and voices are heard, echoing as if through a tunnel.

Suddenly, the darkness cuts to the smirking face of Cinder Fall, seen with shorter hair and a metal version of Midnight with arrows on her back.

Cinder: How did you do that?

The person she is talking to in the abandoned alleyway, cornered against a wall, is revealed to be Emerald Sustrai. Emerald has a ponytail instead of her usual locks and is wearing a different outfit, missing her usual white top and arm accessories. Some of the clothes' colors – gloves, pants, even her guns – are switched for different hues. She glares at this stranger while glancing around, backing away slowly and not answering. Without warning, she attempts to get her revolvers from their holsters.

Cinder: Don't. (Emerald grimaces before Cinder continues) Unless, of course, you want them to hear you. (There is a sound of footsteps running past while she speaks)

Emerald: (letting go of the grips as a nearby voice asks "Where did she go?") What do you want?

Cinder: I know my fair share of liars and thieves. Stealing is an art of patience, coordination, and in a pinch, sleight of hand. But you didn't steal the ring in your pocket. (Emerald looks shocked and checks the pocket where her prize is as Cinder crosses her arms, continuing) You took it right before the jeweller's eyes. And he smiled.

Emerald: (surprise turns to suspicion once more) Who are you?

Cinder keeps on smiling as the scene fades to black, and the voices return.

Cinder: (as monstrous growling is heard in the background) You will question everything you know.

Emerald: This is impossible.

There is a sound similar to something vanishing in a puff of smoke, and the growling instantly stops.

Cinder: I wish to take on an apprentice.

Large Man: He lives in the mountains with his son.

Cinder: Follow me, and you'll never be hungry again.

Emerald: Thank you...

The darkness opens up once more on the panting, bruised and bloodied face of another familiar youth, Mercury Black. He is missing his armor and sash, and his knees are bandaged and stained with blood. There is light from a burning house dancing to his back as he stands before a confident Cinder and wary Emerald.

Mercury: (spits blood on the ground as he gestures back at the burning house and the white-haired man lying face down behind him) There you go.

Emerald: (getting up from her stance) That's... the assassin?

Cinder: (calmly looking up at Mercury) And you're his son. (Mercury doesn't acknowledge this, merely wiping his lips of blood, but she grins now) We saw your fight from the treeline. He's taught you well.

Mercury: Guess so.

Cinder: What's your name?

Mercury: (a moment passes before he tells her) Mercury.

Cinder: (nodding in approval) Mercury... Tell me, are you anything like your father?

The scene fades to black on her smile again.

Mercury: So what's in it for me?

Emerald: We don't need him! Everything was going fine! (a slap is heard, and she cries out in pain)

Adam: (voice heard clearer than the others) So, let me get this straight...

Darkness cuts away to the image of Cinder standing respectfully in the center of a tent, Emerald and Mercury sitting on their knees behind her. Two members of the White Fang armed with a rifle and sword are to one side, and the Lieutenant leaning up against the other, as a man steps into view before a map of Remnant.

Adam: You could've gone to anyone for help. You could've made a deal with a gang leader, paid off some Huntsmen that have strayed from their... righteous path... but instead, you choose to seek an audience with me.

Cinder: You're the one we need. Your skill, your ability to lead those beneath you. You're an exceptionally valuable man, Adam. And we've put a lot of thought into-

Adam: (interrupts her, stepping forward with his finger raised) Then you're clearly not thinking straight! If you truly understood me, you would know coming here was a mistake. The White Fang is not an organization for hire. We're a force of revolution!

He makes a fist with his last word, and Emerald shares a look with Mercury, eyebrows raised.

Cinder: (unintimidated) I believe our plan will be beneficial for all parties involved. (as Adam continues pacing around the tent) I have... an associate in Vale. He and I are working on a revolution of our own. But we can't do it without your forces. We need-

Adam: (forcibly) What you need... is to leave. (hoists up his weapon, Wilt and Blush) You're asking my men to die for your cause - a human cause. (puts a hand to the hilt of his sword) That is not an idea I am willing to entertain.

Cinder: (scowls in obvious displeasure, but makes herself bow to the White Fang leader) Very well.

The three leave the tent and go off into the nearby woods, with Adam stepping out to look at them from behind his mask.

Blake: (stepping up behind him, hand on her side) What was that about?

Adam: Nothing. (walking away) We need to finish preparing. The train will be here at dawn.

Blake follows her mentor as the scene fades to black.

Mercury: So now what?

Cinder: There's another task we must attend to.

Emerald: Excuse me, but I'm looking for a friend of mine.

Inn Keeper: Ah, yes. She was just here yesterday.

Cinder: Remember the plan. Exactly as discussed. Not a foot out of place.

The darkness cuts to the overcast view of a forest, a single path with a wooden fence to either side cutting through the green. From the trees comes a lone white horse trotting along slowly, a green-cloaked rider with golden armor and her hood up on its back. The animal comes forward as the sharp sound is heard once more, and the two stop when they come across the scene of a young green-haired girl curled up and crying next to a felled bicycle.

Despite the fact that another camera angle shows only a fully-grown Emerald standing there, the rider dismounts from her steed and slowly approaches the child, who looks up as the mysterious stranger kneels down to her level and smirks. The girl flinches in fright when the woman reaches into her clothes and pulls out an apple, not realizing she's only offering it to empty air.

Emerald stands only a few feet away from the oblivious heroine, scrunching her face up in determination and readying to attack by grabbing her weapons and sliding a foot back. The kicked-up dust manages to be seen behind the girl even when the one who kicked it doesn't, and the woman gasps as the image of the child happily reaching for the apple suddenly disappears.

Dropping the fruit and leaping back quickly as the horse turns to run away, Amber ditches the cloak and pulls out her weapon, expanding the double crystal-headed staff to full length. She sees Emerald running towards her, guns blazing green shots, each of which are deflected against the Maiden's hand. Amber twirls the spear around her body, kicking up the winds and blasting it towards her opponent, forcing Emerald to slide back.

Just as she does this, Mercury comes up from the side and jumps over the fence, landing on her staff as she forces him and a returning Emerald back with another gale. Mercury simply leaps on a post and launches himself at her, forcing Amber to unleash a stream of fire from the red crystal on him, but her attacker merely curls up and lets his legs take the brunt of the damage, flames burning away the orange pants as the complex machinery and lit-up metal making up the robotic prosthetics underneath is revealed.

With his artificial limbs, he continues to come forward through the fire and kick Amber on her back, only for Emerald to land on her from above, cracking the very ground underneath. She and Mercury jump back and get ready to fight again when Amber gets up, head bowed until she looks up with orange energy pouring from her eyes. The winds erupt from the Maiden, swirling around and making her enemies cover their faces from the force, when she lifts off the ground and spreads her arms to the sky, lightning now rumbling in the clouds for her to aim at the two, who barely get out of the way in time.

Calling upon more of the storm, Mercury and Emerald continue to dodge each bolt as Cinder steps into view a ways back from the fight. The two ambushers fire on Amber, but the invisible shield now covers her whole body, taking each shot as she reaches to her side and clenches a fist, making the leaves rise into the air and come to her. With a raised arm, the leaves turn from green to frozen ice, and she rains the newly-sharpened projectiles down on her foes, who are unable to avoid the attack.

Amber continues this assault until she senses Cinder running towards her from behind, face set in determination, and summons a fireball to launch at her third adversary, who manages to leap over the attack. Cinder slides across the ground, kicking up dirt. Cinder faces her palm to the dirt, the yellow fabric on her sleeve glowing, and coalesces the dirt into several glass shards, which she aims at the floating Maiden. Amber is knocked back from the damage, face down in the dirt, until she looks up with normal eyes just when the sharp sound is heard again. She first sees the area empty, but Emerald flickers into view for a moment, and Amber slowly realizes what's happening as Mercury also shifts into her frame of vision, with Cinder coming forward in spurts, swords raised.

She attempts to slice Amber with the two blades, only for the Maiden to deflect each hit and kick the assailant away just as Mercury and Emerald come forward in her stead. The two miss their initial attacks and get kicked for their efforts, but Mercury lands a blow on her only for Amber to rush at him, not noticing Cinder connect her swords together into their bow shape and notching three arrows. Amber manages to punch Emerald and kick Mercury away right before turning around and seeing Cinder launch the arrows at the ground around her, which erupt in a high whistling noise and a burning explosion from each projectile. She feels the full force of it all, her Aura disappearing entirely from the damage.

The screen is white for a moment before Cinder appears with her partners behind her, slowly approaching their target as she gets up from her hands and knees. She swipes at the three with a gust of wind that blows them all away, but Mercury races back towards her until he's blasted back by a bolt of lightning from the now burning-eyed Maiden. She suddenly turns back and sends a fireball at Emerald, only for it to disappear and the real thief to be revealed on the other side, also getting a blast of flame.

With all three of her opponents down, Amber grabs her staff from the ground and uses it as support to walk over to Emerald, wincing and clutching her side all the while. Emerald only has time to look up in fear before Amber glowers and raises her weapon to finish the fight... just when a quick whooshing noise ends with a sudden thump right as she gasps in pain.

Eyes wide, Amber collapses forward, an arrow sticking out from her back while Cinder lowers the bow and smiles once more. She drops her weapon and calmly comes forward, taking out a white glove as Mercury and Emerald force their defeated foe to her knees. Amber and Cinder meet eye-to-eye before the villainess lifts up her now gloved hand, the back of it marked with the red symbol of an open eye in a compass shape, broken on one side by five diamond shapes. Cinder reaches down, palm towards Amber when the white suddenly opens a small red portal, out from which a Grimm bug comes out.

Amber: (pupils contracted, begging in a whisper) Please don't...

The creature spits out a web of black, attaching to Amber's face in a familiar pattern. When she looks up, screaming, her one free eye is blazing, a final blast of wind erupting from her as the glow fades into the inky strands, up through the glove, and into Cinder's body. Her own victorious eyes light up with power, a shower of sparks surrounding her and black-and-red circle appearing under their feet. Amber closes her eye...

Then without warning, footsteps are seen racing towards the ritual, and Cinder only has a moment to look up and see Qrow Branwen swinging Harbinger down on them, severing the web and making the three leap back. The Huntsman grabs the unconscious Maiden before she hits the ground, and Cinder watches to her hand as the glove burns away into nothingness, leaving only a tattoo of high heels between her exposed shoulder blades.

Cinder looks up with a grin, right eye now brimming with golden energy, as she gets up from her position and raises her arms, embers circling around her. Qrow can only see her shimmering face for a second before the ground under him starts to glow, and he gets himself and Amber out of the way just as it explodes. He looks back and finds that the three are gone, then turns his worried gaze to the marked and comatose face of Amber when the scene fades to black.

Cinder: The Huntsman severed the connection before it was complete. (pause) Yes. It's... an emptiness. It burns. Like hunger. I like it. (pause) Yes. I will claim what is ours. (pause) Thank you.

The darkness cuts back to the White Fang camp, Adam and the Lieutenant in a different tent around a table with maps, masks, and vials of Dust all around.

Lieutenant: We'll find her, sir. (holds a hand up to his chest) I swear on my life.

His sentence is cut short with the sounds of groans, explosions, and crashing are heard outside the tent flaps. The two come out of the tent, blade and chainsaw raised.

Adam: What is this!?

Cinder: (swords drawn amid the still-smoking battlefield, with White Fang soldiers laying all around and her subordinates kneeling on the ground with cases in front of them) We could've gone to anyone for help. (she discards her weapons and strides towards the two) But we chose you, Adam Taurus. (a wall of flames abruptly starts at their feet as she raises her hand) Our plan will be beneficial for both of us. (The camera changes to view her face. The designs on her sleeve are glowing) Or one of us. (Emerald opens her case to reveal Dust crystals and collector canisters inside, while Mercury shows the neatly-arranged stacks of Lien in his) So, which will it be?

Adam slowly straightens up while Cinder lowers her arm, clothes going back to their regular colors as she smiles.

The cheering of the crowd brings the scene back to where the story left off, in the Amity Colosseum, with Mercury's picture on the board crossed out with Yang's beside it. The final events of the previous episode play out in flashes of scenes.

Trivia

This episode was preceded by a viewer discretion warning by producer Gray G. Haddock, as a caution that RWBY would begin to incorporate darker and more mature elements that may be potentially unsuitable for younger viewers. He notes, however, that him timing the journal before this episode does not reflect the events of this episode specifically.[1]

It is revealed in this episode that Emerald's Semblance is perception manipulation, which is why Coco thought she saw Yatsuhashi when the latter was actually knocked out by Mercury in "Lessons Learned" and why Yang thought she was being attacked by Mercury in "Fall".

According to Miles Luna, the flashbacks of this episode were inspired by the intro of Fallout 3.[2] In the intro of Fallout 3, the player character relives small snippets of his life intercut with fades as he ages.

In early versions of the script, Cinder, Emerald and Mercury wore masks to hide their identity from Qrow during their attack on Amber. However, the writers later realized that Emerald could achieve the same effect with her Semblance.[2]